NIXX 8-K
Nixxy, Inc. (NIXX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Mexedia Agreement
On February 24, 2025, Nixxy, Inc. (the “Company” or “Nixxy”) announced that it entered into a twelve-month contract with Mexedia SpA (“Mexedia”), an Italian technology and communications provider (the “Mexedia Agreement”).
Under the Mexiedia Agreement, commencing on or before May 1, 2025, the Company will provide Mexedia SMS services over its newly integrated cloud-based platform that helps carriers and operators aggregate wholesale SMS messaging. The Company has engineered its port provisioning to scale dynamically and support up to $10,000,000 in revenue per month for twelve calendar months. The Mexedia Agreement will renew automatically thereafter, subject to either party's right of termination upon proper notice. The Company will also be layering its enhanced AI platform for dynamic billing and quality and price-based routing, with the multitude of carriers it interconnects with.
The foregoing description of the Mexidea Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Employment Agreement with Miles Jennings
In connection with his appointment as Interim Chief Executive Officer of the Company, on February 24, 2025, Mr. Jennings entered into an employment agreement (the “Jennings Agreement”). Under the Jennings Agreement, Mr. Jennings’ annual salary will increase to $350,000. The initial term of the Jennings Agreement is for three months, and thereafter on a month-to-month basis. The Jennings Agreement can be terminated with or without cause by either Mr. Jennings or the Company upon written notice. Mr. Jennings will continue as the Managing Director of Recruiter.com Recruiting Solutions, LLC, a subsidiary of the Company, and Chief Executive Officer of Atlantic Energy Solutions, Inc., a subsidiary of the Company.
The foregoing description of the Jennings Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.2 to this current report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 24, 2025, the Company issued a press release titled “Nixxy's Auralink AI Announces Up to $120 Million AI-Enabled Reciprocal Telecommunications Services Agreement with a Global Technology Provider”. A copy of this press release is attached as Exhibit 99.1 to this Current Report.
On February 25, 2025, the Company issued a press release titled “NIXXY Outlines Strategic Growth Initiatives and Market Expansion Plans”. A copy of this press release is attached as Exhibit 99.2 to this Current Report.
On February 26, 2025, the Company issued a press release titled “Nixxy Announces $10 Million Share Repurchase Program”. A copy of this press release is attached as Exhibit 99.3 to this Current Report.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nixxy, Inc. | |||
Dated: February 26, 2025 | By: | /s/ Miles Jennings | |
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| Miles Jennings Chief Executive Officer | |
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EXHIBIT 10.1
Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
Bilateral Agreement
between
Mexedia S.p.A. SB.
and
Nixxy, Inc. dba. Auralink AI, Inc.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
On this 24th day of February, 2025, this agreement is signed between:
Mexedia SpA SB in the person of the legal representative, company incorporated under Italian law, with headquarters in Rome (RM) via di Affogalasino 105 Italia Vat Number 15997541006 (hereinafter "Mexedia");
And
Nixxy, Inc. dba Auralink AI, Inc with headquarters in 123 Farmington Ave, Suite 252, Bristol, CT 06010 (hereinafter the “Company”);
Mexedia SpA SB and the COMPANY may be referred to individually as a “Party” and collectively as the “Parties”.
Whereases
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| · | That both Parties are operators of telecommunications services and wish to mutually use their telecommunications networks to transmit SMS messages to their recipient customers, in accordance with the terms and conditions set out in this Agreement; |
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| · | That the Parties intend to sign this Agreement accompanied by the Attachments listed below so that they, considered binding parts of the Agreement, can be individually modified by mutual agreement of the Parties, without this necessarily leading to modification of the Agreement itself: |
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| · | Annex 1: Rates |
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| · | Annex 2: Company charges |
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| · | Attachment 3: Billing Terms |
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| · | Attachment 4: Bank details |
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| · | Attachment 5: Contacts |
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| · | Annex 6: Information relating to Data Protection |
1.Services
1.1 The Parties agree to provide upto $10,000,000 USD (Ten Million) in services ("The Services") whereby the COMPANY can send SMS messages via Mexedia SpA SB to recipient customers of the agreed mobile networks ("The Networks") specified in Appendix 1 of this document. These destinations may be changed from time to time. Mexedia SpA SB may send SMS messages via the COMPANY to customers receiving the agreed mobile networks specified in Appendix 2 of this document. These destinations may be changed from time to time.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
1.2 The Parties undertake to make every reasonable effort to ensure that they and their customers do not use the services for improper or illegal purposes, nor allow others to do so.
1.3 The Parties provide services to the other Party under this agreement on a non-exclusive basis.
1.4 The main contacts are listed in Appendix 5.
2. Expenses
2.1 The Parties agree to pay the agreed rates for all SMS and Queries sent via the other Party, as set out in Attachments 1 and 2.
2.2 Fees will be calculated based on the data of the Party issuing the invoice ("Invoicing Party") as registered on its platform. In the event that the Party receiving the invoice raises no objections regarding such registrations within 15 days of receipt, the registrations are considered accepted.
2.3 In the event of a dispute over the amount of Charges to be paid, all undisputed amounts will be paid by the due date and the debtor Party may initiate the dispute resolution process set out in Clause 10.
2.4 The agreed rates and currency set out in Schedules 1 and 2 are subject to change at any time upon written notice given by either party or other notice agreed to by the parties from time to time. The billing period is based on GMT +0.
2.3 If VAT is applicable, it will be added to invoices at the corresponding rate.
2.4 The payment terms that the Parties must respect for the services offered are indicated in Annex 3.
In the event that the payment terms of this Agreement are "pre-pay":
2.4.1 In the event that the balance of the sending party, combined with all the services offered, becomes negative, access to the recipient's platform will be temporarily suspended until payments of an amount sufficient to return the balance to positive have been received .
In the event that the payment terms of this Agreement are "post-pay":
2.4.2 The Parties will regularly issue their invoices for the traffic handled in the previous period, as set out in Annex 3. Invoices will be sent via email according to Appendix 5. The Parties will pay the charges, by bank transfer to the bank account designated by the creditor party defined in Appendix 4, within the payment terms defined in Appendix 3. The paying party you will be responsible for all charges. The paying party will be responsible for all bank charges.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
2.4.3 The Invoicing Party shall have the right to charge the Debtor Party interest at the rate of 0.5% per month on any past due and undisputed amount, calculated 45 days from the date of the invoice until the date of actual payment.
3. Limitation of Liability
3.1 Except as otherwise required by law or as expressly set out in this Agreement, neither Party will be liable to the other Party and/or the other Party's Customers for any direct or indirect loss or damage due to failure, degradation or interruption of service in your network or in any other network or connection involved in providing the Services under this Agreement.
3.2 Neither party will be liable to the other under this Agreement, whether in contract or otherwise, for any consequential, indirect or special damages, including, without limitation, loss of revenue, business, contracts, anticipated savings, profits, data or goodwill.
4. Force majeure
Except for the obligation to make payments under this Agreement for traffic sent, neither Party will be liable for any failure to perform its obligations under the Agreement due to events beyond its control or causes beyond beyond the control of its subcontractors.
5. Duration of the contract
5.1 This Agreement will come into force upon its signature. Its duration is established in point 5.2 below, unless terminated by one of the Parties pursuant to the provisions of point 5.3 below or as otherwise agreed in writing by both Parties.
5.2 This Agreement lasts for years ( ) from the date of signing, tacitly renewable unless otherwise communicated in writing to the other Party at least one (1) month before the annual expiry.
Termination of this Agreement does not relieve either Party of any prior liability for breach of this Agreement.
6. Confidentiality
All data contained in and linked to this Agreement shall be considered commercially sensitive. They are exchanged in good faith and must under no circumstances be disclosed to third parties except with the prior written consent of the other Party or as required by law.
However, the following disclosures will not constitute a breach of this Clause 6:
(i) a disclosure made to a financial institution, a lender or a financial advisor if such disclosure is required as part of an agreement for financing or refinancing of that Party.
(ii) a disclosure made pursuant to a valid order of a court or government agency, provided that such disclosure is made only to the extent required by such order.
This obligation remains for a period of three years after termination of the Agreement.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
7. Waiver
Failure by either Party to exercise a right arising from compliance with any clause of this agreement on any occasion does not constitute a waiver of the exercise of the right nor will it deprive that Party of the right to insist on strict compliance with such clause or any other provision of this Agreement at any other time.
8. Amendments
No amendment, change, revision or cancellation of this Agreement, in whole or in part, will have force or effect unless set forth in writing and signed by a duly authorized representative of each Party.
Price change notices sent via email do not require a signature or other form of confirmation to take effect.
9. Term and assignment
1. This Agreement will be binding on both Parties and their respective successors and/or assigns. Neither Party may assign or pledge to any third party, in whole or in part, its rights and/or obligations under this Agreement, except with the prior written consent of the other Party. Such consent will not be unreasonably withheld.
2. The limitations on assignment and/or pledging referred to in the previous paragraph do not apply to affiliated companies. As used in this Agreement, affiliate means a separate legal entity that controls (directly or indirectly), or is controlled by, or is under the same common control as the respective Party.
3. In the case referred to in paragraph 2, the transferring party will remain responsible for its financial obligations towards the other party existing on the effective date of the transfer.
10. Disputes following allegations of fraud
i) Both Parties will collaborate in order to prevent and eliminate any type of violation of the law and/or illicit conduct relating to the jurisdiction of the place where the Services are performed and detectable or contestable by the competent authorities in the place where the service is performed (generically referred to hereinafter as '"Fraudulent Activity"). If a Party suspects any type of fraudulent or abusive activity or civil or regulatory offense (therefore any violation of the law or regulation in force in the place where the service is performed), the Parties will collaborate and use all appropriate means to identify, eliminate and prevent the Fraudulent Activity or abuse in question.
ii) Each Party has the right to raise a dispute and at the same time to suspend the economic performance underlying the subject of the dispute (the "Disputed Party") on the basis of an official report of "Fraudulent Activity" received from the Operator or Operators of sending.
In this case, the procedure and terms and conditions set out in the following articles will apply.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
11 Procedure
i) the contesting Party will send a notice, containing all the elements referred to in the following article 4 (the "Notice"), to the other Party (the "Receiving Party") as soon as possible and, in any case, no later than 30 (thirty) days from receipt of the invoice relating to the Services affected by the Fraudulent Activity (the "Notice Deadline").
ii) The Receiving Party - within 30 (thirty) days of receipt of the Notice (the "Initial Deadline") - must provide a clear response to the Notice illustrating the reasons on the basis of which it believes that the Fraudulent Activity contested by the Disputing Party did not occur.
iii) In the event that the receiving Party does not respond to the Notice within the aforementioned period of 30 (thirty) days from the initial deadline, the dispute regarding the Fraudulent Activity will be considered definitively closed in favor of the contesting Party.
iv) In the event that the receiving Party responds to the Notice within 30 (thirty) days following the Initial Deadline, the Parties will work in good faith to resolve the dispute.
v) Unless otherwise agreed in writing between the Parties, if the dispute relating to the Fraudulent Activity is not resolved amicably within 60 (sixty) days of the Initial Term, each Party be entitled to take legal action against the other in accordance with the law of election and before the jurisdiction referred to in the art.
vi) The Notice must contain: i) the period in which the Fraudulent Activity occurred; ii) the traffic volumes involving Fraudulent Activity and in relation to which payment is withheld;
iii) the amount of money to be paid and which is the subject of dispute; iv) the cards relating to contested traffic (CDR); (v) the official report from the Judicial Authority proving the presence of the Fraudulent Activity. It is understood that, in the event that the same is not sent or is sent incompletely to the receiving Party within the "Notice Deadline", the contesting Party will be obliged to pay the total invoiced amount.
vi) In the event that, at the end of the procedure referred to in the previous article 3: (i) the Receiving Party does not respond to the Notice within 30 (thirty) days following the Initial Deadline; (ii) the Parties amicably agree that the Services - in part or in whole - involve Fraudulent Activity, the Receiving Party recalculates the traffic and issues a separate credit note which eliminates any cost borne by the Disputing Party, in relation to the Services involving a Fraudulent Activity.
vii) In the event that the recalculation referred to in Article 5 above has been carried out, but the contesting Party receives payment from the sending operator or operators, the contesting Party is required to inform the receiving Party in writing as soon as possible. The receiving Party will issue a separate invoice for the corresponding amount of money received from the sending operators.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
viii) Notwithstanding the foregoing, the receiving Party will make reasonable efforts to obtain a credit note from its suppliers in order to reimburse the contesting Party for traffic resulting in trafficking of Fraudulent Activity; to this end, the contesting Party will provide the receiving Party:
(a) all necessary information to demonstrate that the traffic sent by operators involves Fraudulent Activity (including, but not limited to, a CDR analysis, a detailed description of the Fraudulent Activity based on the CDR analysis and a copy of the complaint registered by the Disputing Party with the local authorities written in English or translated into certified English);
(b) an official statement issued by a duly authorized representative of the Aggrieved Party stating that the Aggrieved Party has not been paid or has suffered a loss as a result of trafficking involving Fraudulent Activity.
ix) The receiving Party is not responsible for the failure to obtain a credit note for the contesting Party from one of its suppliers.
12. Applicable law and competent court
12.1 This Agreement will be governed by, interpreted and applied in accordance with Italian laws.
12.2 Any dispute arising out of or in connection with this Agreement shall be resolved amicably by the Parties as set out in Clause 10, but in the absence of results from such efforts, shall be finally resolved by arbitration in accordance with the International Arbitration Rules of Italy. The venue of the proceedings will be Rome, Italy, and the proceedings will be conducted in the English language. The award will be final and binding on the Parties.
13 Unsolicited traffic
13.1 The sending Party undertakes not to use any service for illegal, immoral or improper purposes or in any way that contravenes applicable laws and codes, the regulatory requirements of the appropriate jurisdiction or the requirements of the Mobile Operator, as they exist and as change over time, and undertakes not to allow third parties to do so.
13.2 The sending Party will under no circumstances send unsolicited traffic to the receiving Party's platform. The sending Party must always ensure that all agreements with its customers contain clauses prohibiting the sending of unsolicited traffic. The sending Party will perform all actions that prevent unsolicited traffic from reaching the receiving Party's platform
13.3 In the event that the Sending Party or any of its customers or the customer's customers otherwise sends unsolicited traffic to the Receiving Party's platform, the following actions will be taken:
(i) the party that detects the sending of unsolicited traffic must immediately contact the other party informing it of the sending of unsolicited traffic,
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
(ii) the Parties immediately undertake to cooperate in good faith and exchange information (including date and time, content, destination number and originator) in order to determine the source of the unwanted traffic as soon as possible after the episode,
(iii) The sending party must immediately terminate the connection with its customer that originated the unsolicited traffic and must ensure that such customer is no longer connected to the receiving party's platform.
13.4 If you breach any provision of this section, the Receiving Party may immediately temporarily suspend, suspend or terminate this Agreement, in its sole discretion, without prejudice to any damages that the Receiving Party may be entitled to claim.
14. Notices
All communications provided for by this Agreement that one of the Parties must send to the other Party unless otherwise specifically agreed, must be forwarded by email or certified email (depending on the legal value of the communications) to the addresses indicated in the Appendix 5.
15 Miscellaneous
15.1 Neither this Agreement nor the provision of a Service creates a joint venture, partnership or agency between the Parties.
15.2 This Agreement does not grant you any rights to use the name, service marks, trademarks, copyrights and patents of either Party, except as expressly provided herein. Neither party will take any action that would undermine the other party's registered copyrights or service marks.
15.3 This Agreement, together with the Attachments, represents the entire agreement of the Parties regarding the subject matter thereof and supersedes all other agreements (written or oral) between the Parties.
15.4 If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the Agreement, which shall instead be construed as if it did not contain the invalid or unenforceable provision. However, if such a provision is an essential element of this Agreement, the Parties will promptly attempt to negotiate a replacement provision.
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Mexedia S.p.A. S.B.
Via di Affogalasino, 105 - 00148
Rome RM, Italy
T: +39 (06) 94502581
mexedia.com
Read Confirmed and signed
| /s/ Paolo Bona | |
| Signed on behalf of Mexedia SpA SB |
| /s/ Miles Jennings | |
| Signed on behalf of Nixxy, Inc dba. Auralink AI, Inc. |
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EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is made and entered into as of February 24, 2025 (“Effective Date”) by and between Nixxy, Inc. (the "Company") and Miles Jennings (the "Executive", and together with the Company, the “Parties”, and each a “Party”).
RECITALS
WHEREAS, Company wishes to employ Employee as its Interim Chief Executive Officer; and
WHEREAS, the Parties desire to enter into this Agreement to describe the terms and conditions pursuant to which the Company will employ Employee.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
AGREEMENT
1. Position, Duties, and Outside Activities
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| a. | The Company hereby appoints the Executive as Interim Chief Executive Officer ("Interim CEO"), and the Executive accepts such appointment. The Executive shall report to the Board of Directors of the Company (the "Board") and shall have duties and responsibilities as assigned by the Board. The Executive may serve as an advisor, consultant, or board member for other companies, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. |
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| b. | The Executive is currently the Managing Director of Recruiter.com Recruiting Solutions, LLC, a subsidiary of Nixxy, and CEO of its Atlantic Energy Solutions, Inc. subsidiary (“CognoGroup”), and will continue in these roles. |
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| c. | The Executive’s primary duties as Interim CEO shall include those duties common for a chief executive officer of a publicly traded company, evaluating strategic opportunities, as discussed by the Board, to effect the spin-out of CognoGroup (currently OTC:AESO), or collectively, the “Spin-Out”, and performing necessary duties pertaining to the audit and other regular governance issues. |
2. Term of Employment
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| a. | The initial term of this Agreement shall be for a period of three (3) months from the Effective Date (the “Initial Term”). Following the Initial Term, the Executive’s employment shall continue on a month-to-month basis unless terminated by either Party upon written notice. During the Initial Term, the Company may not terminate the Executive’s employment unless both Parties agree otherwise. |
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3. Compensation:
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| a. | The Executive currently receives an annual salary of Two Hundred Thousand Dollars ($200,000). Beginning upon his initial appointment as Interim CEO on February 17, 2025, the Executive’s annual salary shall be raised to Three Hundred Fifty Thousand Dollars ($350,000), payable in accordance with the Company’s standard payroll practices, for such time that Executive serves as Interim CEO. |
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| b. | The Executive shall be entitled to receive the same Board fees, including cash and stock, as any other member of the Board. |
4. At-Will Employment and Other Terms
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| a. | After the Initial Term, the Executive’s employment shall be on a month-to-month basis and may be terminated at any time by either the Executive or the Company, with or without cause, upon written notice. |
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| b. | If the Executive is removed from the role of Interim CEO of the Company, for any reason, the Executive shall immediately continue in his prior position as Managing Director of Recruiter.com Recruiting Solutions, LLC (or any successor entity) at an annual salary of Two Hundred Thousand Dollars ($200,000). The Company agrees that termination of the Executive’s role as Interim CEO of Company shall not, under any circumstances, constitute termination from the subsidiary or its successor prior to the full execution of the Spin-Out. |
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| c. | The Company acknowledges that the Executive's continued employment in the role of Managing Director of Recruiter.com Recruiting Solutions, LLC (or any successor entity) shall remain in effect unless and until the Spin-Out (or a substantially similar transaction) has been fully executed and completed. Until such Spin-Out occurs, the Executive shall remain employed at the subsidiary with full compensation and authority, and any attempt to terminate this role prior to the completion of the Spin-Out shall be deemed a material breach of this Agreement. |
5. Benefits and Indemnification
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| a. | The Executive shall be eligible to participate in any standard benefits offered by the Company to its executives, subject to the terms and conditions of such benefit plans. |
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| b. | The Company shall indemnify and hold the Executive harmless to the fullest extent permitted by law, including advancement of legal fees, for any claims arising out of or related to the Executive’s performance of duties under this Agreement. |
6. Arbitration
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| a. | The Parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved exclusively by confidential, final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. All disputes shall be resolved by one (1) arbitrator. The arbitrator will have the authority to award the same remedies, damages, and costs that a court could award, and will have the additional authority to award specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without requiring the posting of a bond or other security). The arbitrator shall issue a reasoned award explaining the decision, the reasons for the decision, and any damages or other relief awarded. The arbitrator’s decision will be final and binding. The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This provision and any decision and award hereunder can be enforced under the Federal Arbitration Act. |
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7. Notice
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| a. | All notices, requests, demands, and other communications required or permitted to be given or made by either Party shall be in writing and shall be deemed to have been duly given or made when sent via electronic mail, to the Party for which intended at the following addresses (or at such other addresses as shall be specified by the parties by like notice, except that notices of change of address shall be effective only upon receipt): |
If to the Company, at:
Nixxy, Inc.
Attn: Evan Sohn, Chairman of the Board
85 Broad Street, 16-079
New York, NY 10004
E-mail:
If to the Employee, at: the Employee’s then-current home address on file with the Company or Employee’s email at .
Notice so given shall, in the case of overnight courier, be deemed to be given and received on the date of actual delivery, in the case of personal delivery, on the date of delivery and in the case of electronic mail, when sent if during normal business hours or on the next business day if sent after normal business hours.
8. Miscellaneous and Legal Protections:
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| a. | This Agreement constitutes the primary understanding between the Parties but does not supersede any prior agreements, equity grants, or written commitments made to the Executive, which shall remain in effect unless explicitly modified in writing by both Parties. |
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| b. | Amendments: Any amendments to this Agreement must be in writing and signed by both Parties. |
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| c. | Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. |
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| d. | Director & Officer Insurance: The Company shall maintain Directors & Officers (D&O) liability insurance covering the Executive, with coverage limits and terms no less favorable than those provided to any other executive or Board member of the Company. |
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| e. | Severability. If any provision of this Agreement shall be determined by a court or arbitrator to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, shall remain in full force and effect, and shall be enforceable to the fullest extent permitted by applicable law. |
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| f. | Counterparts. This Agreement may be executed by the parties in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Counterparts delivered by electronic mail or facsimile shall be effective. |
[Signatures on following page.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| Nixxy, Inc. |
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| By: | /s/ Evan Sohn |
| Name: Evan Sohn |
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| Title: | Chairman |
| Date: February 26, 2025 |
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| Executive: |
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| By: | /s/ Miles Jennings |
| Name: Miles Jennings |
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| Title: | Interim CEO |
| Date: February 26, 2025 |
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EXHIBIT 99.1
Nixxy’s Auralink AI Announces Up to $120 Million AI-Enabled Reciprocal Telecommunications Services Agreement with a Global Technology Provider
NEW YORK, NY / ACCESS Newswire / February 24, 2025 / Nixxy, Inc. (NASDAQ:NIXX), the "Company" or "Nixxy", announces that its wholly owned subsidiary, Auralink AI, Inc. entered into a twelve-month contract with Mexedia SpA (website: Mexedia.com), an Italian based technology and communications provider, which is traded on Euronext Growth Paris under the symbol: ALMEX.PA. Mexedia had revenues of 323,871,000 Euros for the year-ended December 31, 2023, per its audited financial statements.
Commencing on or before May 1, 2025, Auralink Al will provide Mexedia SMS services over its newly integrated cloud-based platform that helps carriers and operators aggregate wholesale SMS messaging. Auralink has engineered its port provisioning to scale dynamically and support up to $10,000,000 in revenue per month for twelve calendar months. The Agreement will renew automatically thereafter, subject to either party's right of termination upon proper notice. Auralink Al will also be layering its enhanced Al platform for dynamic billing and quality and price-based routing, with the multitude of carriers it interconnects with.
Said Miles Jennings, Interim CEO of Nixxy, "We are pleased that so soon after we acquired our AI-enhanced billing software and switching platform, we were able to secure a substantial reciprocal telecommunications contract with an internationally traded public company in Mexedia, SpA. We expect to increase our service capacities in Q2 and Q3 and the Company plans to provide further financial guidance in accordance with Reg FD in the near future."
Evan Sohn, Chairman of the Board of Directors of Nixxy stated: "As we originally announced in 2024, executing a restructuring of the company, the overarching goal of Nixxy, is to transform traditional businesses with technology in a disruptive manner, thereby profiting from efficiencies. We will continue this expansion every quarter with the goal of additional vertical integration. This is planned to produce higher margins from existing revenues. We will enable growth by providing customers a greater suite of services at highly competitive pricing relative to the marketplace. Utilizing AI to rapidly scale revenues and profitability over the next twelve months gets us closer to our stated goal of building a billion-dollar enterprise."
Operational Transformation: Nixxy is focused on integrating advanced technology and data-driven insights into the operations of acquired businesses. The Company is currently in advanced discussions with several additional acquisition targets that fit the aforementioned criteria and anticipates additional announcements in the near future, subject to the finalization of agreements.
Building a Strong Leadership Team
Nixxy is building a leadership team with experience in capital markets, mergers, acquisitions, and operational management. Nixxy plans to announce key appointments in the coming weeks.
Upcoming Website Enhancements and Investor Communication
Nixxy is updating its corporate website to reflect its strategic direction. The updated site will provide shareholders and stakeholders with insights into the company's strategy and focus areas. Filings and press releases can be found at http://www.nixxy.com/investor-relations.
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About Nixxy
Nixxy, Inc. (NASDAQ:NIXX) is committed to transforming traditional markets through cutting-edge technology and data-driven insights. By acquiring cornerstone businesses in established industries and evolving their operations with innovation, Nixxy unlocks new potential and creates opportunities for transformative growth. The company focuses on sectors poised for digital innovation, leveraging data and technology to disrupt conventional business models and drive progress.
Contact Information
Investor Relations
Nixxy
https://www.nixxy.com
Forward-Looking Statements Disclaimer
This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including those regarding our business strategy, future operations, prospects, potential usage and revenues under the described agreement, acquisition plans, financial condition, and market opportunities, are forward-looking statements. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "potential," "will," and similar expressions are intended to identify forward-looking statements. These statements are based on our current expectations and beliefs and are subject to various risks, uncertainties, and assumptions, including those related to actual usage under the agreement, market conditions, regulatory approvals, competition, and our ability to successfully implement AI-enhanced services. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. We caution readers not to place undue reliance on any forward-looking statements. Except as required by law, we disclaim any obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Third-Party Data Disclaimer
The financial information regarding each of Nixxy's and Mexedia SpA's financial information presented in this press release is based on data provided by third-party sources and the target company itself. While Nixxy has made reasonable efforts to verify the accuracy of this information, the Company cannot guarantee its completeness or reliability. This data is subject to further due diligence, and actual financial results may differ materially. Investors should not place undue reliance on this information when making investment decisions. Nixxy disclaims any obligation to update or revise this information, except as required by law.
No Offer or Solicitation Disclaimer
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SOURCE: Nixxy, Inc.
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EXHIBIT 99.2
NIXXY Outlines Strategic Growth Initiatives and Market Expansion Plans
Company Targets Market Expansion and Strategic Acquisitions with the Potential to Reach $1 Billion Enterprise Value
NEW YORK, NY / ACCESS Newswire / February 25, 2025 / Nixxy, Inc. (NASDAQ:NIXX) is advancing its AI-driven technology strategy to capture high-growth opportunities in telecommunications, SMS, and data services. By focusing on overlooked niches in the B2B and B2C markets, the Company is positioning itself for scalable expansion and revenue growth.
AI-Driven Innovation for Maximum Business Impact
On February 21, 2025, Nixxy acquired TKOS Systems software assets, an AI-driven platform that specializes in the multi-billion dollar telecommunications, SMS, and data service sectors, allowing Nixxy to garner global customers and partners, such as the recently announced agreement with Mexedia, SpA of Rome, Italy.
Nixxy's strategy to expand in this space is based on offering a platform that integrates with existing customer systems, potentially enabling enhanced efficiencies and optimization in billing and transactional processes. This is designed to help customers enhance their billing and transactional processes by leveraging AI-driven efficiencies. Nixxy anticipates that it can build a team of experienced sales professionals who will work toward expanding our customer base throughout fiscal 2025, subject to market conditions and customer adoption.
Strategic Acquisition of Technology Assets
Nixxy believes that this newly acquired AI platform has the potential to enhance business capabilities in telecommunications, financial services, healthcare, insurance, travel, and hospitality by providing AI-powered voice and data services.
The Company believes that integrating Unified Communications as a Service (UCaaS) and Contact Center as a Service (CCaaS) may enhance operational efficiency and customer engagement for businesses adopting these solutions. This acquisition brings advanced telecom and AI capabilities in-house and positions NIXX to tap into a growing market segment. The Company intends to explore strategic asset acquisitions and evaluate opportunities to expand its technical and marketing teams to enhance its market position and growth potential.
Preliminary Revenue Projections
Due to the securing of the license and switches, the Company is revising its internal revenue projections and anticipates a monthly revenue run rate of approximately $25-27 million, contingent on market conditions, business execution, and the successful integration of new assets. The Company anticipates potential revenue growth through strategic acquisitions, though future results will depend on market conditions, operational execution, and integration success. The Company is aiming to achieve net profitability on a per-share basis by year-end; however, actual results will depend on various factors, including market conditions and execution.
Monthly Updates
To enhance transparency, Nixxy intends to provide intra-quarterly revenue tracking updates, subject to business conditions and reporting requirements. These updates will reflect operational progress and key milestones, helping investors monitor the Company's execution against strategic objectives. The Company intends to provide pro-forma revenue tracking updates, which will be subject to revision based on market and operational factors. These updates are intended to enhance transparency; however, they are preliminary in nature and subject to revision.
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Commitment to Building Enterprise Value
As previously stated, Nixxy is committed to creating long-term value for shareholders by leveraging strategic acquisitions and operational growth. The Company aims to enhance its market position and financial performance, but enterprise value growth is subject to a range of factors, including execution, market conditions, and strategic opportunities.
About NIXXY
NIXXY (NASDAQ:NIXX) is aiming to redefine industries through AI-driven transformation and next-generation digital intelligence. By acquiring and modernizing established businesses with breakthrough technology, NIXXY unlocks untapped potential, fuels innovation, and accelerates digital disruption. Our mission is clear: to revolutionize traditional markets and lead the next wave of AI-powered business evolution.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by words such as 'anticipates,' 'believes,' 'expects,' 'intends,' 'may,' 'plans,' 'projects,' 'will,' 'should,' and similar expressions. These forward-looking statements involve risks, uncertainties, and other factors, including but not limited to market conditions, customer adoption, regulatory developments, competition, and our ability to successfully integrate acquired assets. Actual results may differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements, except as required by law. Any forward-looking statements in this press release are based on the Company's current expectations, estimates, and projections only as of the date of this release and are subject to a number of risks and uncertainties (many of which are beyond the Company's control) that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These and other risks concerning the Company's programs and operations are described in additional detail in the Annual Report on Form 10-K for the year ended December 31, 2023, and other SEC filings, which are on file with the SEC at www.sec.gov.
Contact Information
Investor Relations
Nixxy
https://www.nixxy.com
SOURCE: Nixxy, Inc.
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EXHIBIT 99.3
Nixxy Announces $10 Million Share Repurchase Program
NEW YORK, NY / ACCESS Newswire / February 26, 2025 / Nixxy, Inc. (NASDAQ:NIXX), the "Company" or "Nixxy", today announced that its Board of Directors has authorized the repurchase of up to $10 million of its outstanding common stock (the "Repurchase Program"). The Repurchase Program aligns with the Company's strategy to optimize capital deployment and support its long-term growth objectives.
The Repurchase Program is planned to be initiated within the next thirty days and is expected to continue for approximately 180 days. Purchases will be funded through existing cash balances, retained and future earnings, and potential strategic investments.
"The Board has approved this repurchase program as part of our broader approach to capital allocation," said Miles Jennings, Interim Chief Executive Officer of the Company. "We believe this provides additional flexibility as we continue to execute on our strategic priorities."
About Nixxy, Inc.
Nixxy, Inc. (NASDAQ:NIXX) is committed to transforming traditional markets through cutting-edge technology and data-driven insights. By acquiring cornerstone businesses in established industries and evolving their operations with innovation, Nixxy unlocks new potential and creates opportunities for transformative growth. The company focuses on sectors poised for digital innovation, leveraging data and technology to disrupt conventional business models and drive progress.
Contact Information
Investor Relations
Nixxy
https://www.nixxy.com
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Forward-Looking Statements Disclaimer
This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including those regarding our business strategy, future operations, prospects, potential usage and revenues under the described agreement, acquisition plans, financial condition, and market opportunities, are forward-looking statements. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "potential," "will," and similar expressions are intended to identify forward-looking statements. These statements are based on our current expectations and beliefs and are subject to various risks, uncertainties, and assumptions, including those related to actual usage under the agreement, market conditions, regulatory approvals, competition, and our ability to successfully implement AI-enhanced services. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. We caution readers not to place undue reliance on any forward-looking statements. Except as required by law, we disclaim any obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
No Offer or Solicitation Disclaimer
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SOURCE: Nixxy, Inc.
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